91/8% SENIOR NOTES DUE 2017Nuveen Investments Holdings, Inc. • March 13th, 2014 • Investment advice • New York
This Indenture, dated as of September 19, 2012, is by and among Nuveen Investments, Inc., a Delaware corporation, each Guarantor (as defined herein), and U.S. Bank National Association, as trustee (the “Trustee”).
Nuveen Investments, Inc. 91/8% Senior Notes due 2017 guaranteed as to the payment of principal, premium, if any, and interest by The Guarantors signatory heretoExchange and Registration Rights Agreement • March 13th, 2014 • Nuveen Investments Holdings, Inc. • Investment advice • New York
This Agreement is entered into in connection with the Purchase Agreement, dated as of September 12, 2012 (the “Purchase Agreement”), by and among the Issuer and the Purchasers, which provides for, among other things, the sale by the Issuer to the Purchasers of $500,000,000 aggregate principal amount of the Issuer’s 91/8% Senior Notes due 2017 (the “Notes”). The Notes are issued under an indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Indenture”), among the Issuer, the Guarantors and U.S. Bank National Association, as trustee (together with any successors in such capacity, the “Trustee”). Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to guarantee (collectively, the “Guarantees”) the Issuer’s obligations under the Notes and the Indenture. References
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2014 • Nuveen Investments Holdings, Inc. • Investment advice • Delaware
This Employment Agreement (“Agreement”) by and between Nuveen Investments, Inc., a Delaware corporation (the “Company”), and William Adams IV (the “Executive”) dated as of the 1st day of January, 2008 (the “Effective Date”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • March 13th, 2014 • Nuveen Investments Holdings, Inc. • Investment advice • New York
This INTERCREDITOR AGREEMENT, dated as of February 29, 2012, and entered into by and among DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), in its capacity as collateral agent under the First-Lien Credit Documents (as defined below) (together with its successors and assigns in such capacity from time to time, the “First-Lien Collateral Agent”) and in its capacity as collateral agent under the Second-Lien Credit Documents (as defined below) (together with its successors and assigns in such capacity from time to time, the “Second-Lien Collateral Agent”). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.
WINDY CITY INVESTMENTS HOLDINGS, L.L.C. FORM OF CLASS A UNIT PURCHASE AGREEMENTClass a Unit Purchase Agreement • March 13th, 2014 • Nuveen Investments Holdings, Inc. • Investment advice • Delaware
THIS CLASS A UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of December 14, 2007, by and between Windy City Investments Holdings, L.L.C., a Delaware limited liability company (the “Company”), and the undersigned below (“Executive”). Capitalized terms used but not otherwise defined herein or in a Class B Unit Grant Agreement (as defined below) shall have the meanings set forth in Section 8 hereof.
SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT dated as of November 13, 2007 and amended and restated as of February 29, 2012 among WINDY CITY INVESTMENTS, INC., NUVEEN INVESTMENTS, INC., the domestic Subsidiaries of NUVEEN...Guarantee and Collateral Agreement • March 13th, 2014 • Nuveen Investments Holdings, Inc. • Investment advice • New York
SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT dated as of November 13, 2007 and amended and restated as of February 29, 2012 (this “Agreement”), among WINDY CITY INVESTMENTS, INC., a Delaware corporation (“Holdings”), NUVEEN INVESTMENTS, INC., a Delaware corporation (the “Company”), the subsidiaries of the Borrower (such term and each other capitalized term used but not defined in this introductory paragraph or the preliminary statement below having the meaning given or ascribed to it in Article I) from time to time party hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as first-lien collateral agent (in such capacity and including permitted successors and assigns, the “First-Lien Collateral Agent”) and as second-lien collateral agent (in such capacity and including permitted successors and assigns, the “Second-Lien Collateral Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2014 • Nuveen Investments Holdings, Inc. • Investment advice • Delaware
This Employment Agreement (“Agreement”) by and between Nuveen Investments, Inc., a Delaware corporation (the “Company”), and Thomas S. Schreier (the “Executive”) is dated as of November 15, 2010. This Agreement is being entered into concurrently with an Asset Purchase Agreement dated the date hereof by and among Windy City Investments Holdings, L.L.C., FAF Advisors, Inc. and US Bancorp. This Agreement shall not become effective unless and until the closing of the acquisition of the Acquired Business contemplated by such Asset Purchase Agreement occurs (the “Effective Date”).
Employment AgreementEmployment Agreement • March 13th, 2014 • Nuveen Investments Holdings, Inc. • Investment advice • Delaware
AGREEMENT by and among The John Nuveen Company, a Delaware corporation (the “Company”), and John P. Amboian (the “Executive”) dated as of the 1st day of November, 2002 (as conformed through the Second Amendment, effective May 1, 2013).
NUVEEN INVESTMENTS, INC. FORM OF SPECIAL DEFERRED UNIT ISSUANCE AGREEMENTForm of Special Deferred Unit Issuance Agreement • March 13th, 2014 • Nuveen Investments Holdings, Inc. • Investment advice • Delaware
This Special Deferred Unit Issuance Agreement (this “Agreement”) is made as of , 20 (the “Grant Date”), between Nuveen Investments, Inc., a Delaware corporation (the “Company”), and the undersigned below (“Employee”). Except as otherwise defined herein or in the LLC Agreement (as defined below), capitalized terms used herein are defined in Section 10 hereof.
CREDIT AGREEMENT dated as of November 13, 2007, As Amended and Restated as of September 19, 2012 Among WINDY CITY INVESTMENTS, INC., as Holdings, NUVEEN INVESTMENTS, INC., as the Borrower, THE LENDERS PARTY HERETO, DEUTSCHE BANK AG NEW YORK BRANCH, as...Credit Agreement • March 13th, 2014 • Nuveen Investments Holdings, Inc. • Investment advice • New York
CREDIT AGREEMENT dated as of November 13, 2007, as amended and restated as of September 19, 2012 (this “Agreement”), among WINDY CITY INVESTMENTS, INC., a Delaware corporation (“Holdings”), NUVEEN INVESTMENTS, INC., a Delaware corporation (the “Borrower”), the Lenders (as defined herein), DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as Administrative Agent and First-Lien Collateral Agent (in each case, as defined herein) for the First-Lien Lenders (as defined herein), and as Second-Lien Collateral Agent (as defined herein) for the Second-Lien Lenders (as defined herein), DEUTSCHE BANK SECURITIES INC., WELLS FARGO SECURITIES, LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and MORGAN STANLEY SENIOR FUNDING, INC., as lead arrangers (the “Original Arrangers”) for the First-Lien Facilities (as defined herein), WELLS FARGO BANK, NATIONAL ASSOCIATION, as syndication agent for the First-Lien Facilities, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and MORGAN STANLEY SENIOR FUNDING
WINDY CITY INVESTMENTS HOLDING, L.L.C. SECOND AMENDED AND RESTATED UNITHOLDERS AGREEMENTUnitholders Agreement • March 13th, 2014 • Nuveen Investments Holdings, Inc. • Investment advice • Delaware
THIS SECOND AMENDED AND RESTATED UNITHOLDERS AGREEMENT (this “Agreement”) is made as of October 11, 2010 (the “Effective Date”), by and among Windy City Investments Holdings, L.L.C., a Delaware limited liability company (the “Company”) and certain employees of the Company or its Subsidiaries (each, an “Executive” and collectively, the “Executives”) as well as any other Person who, at any time, acquires Units in accordance with the terms of this Agreement and the LLC Agreement as determined by the Board (each, an “Other Unitholder” and collectively, the “Other Unitholders”). The Executives and the Other Unitholders are collectively referred to herein as the “Unitholders” and individually as a “Unitholder.” Except as otherwise defined herein or defined in the LLC Agreement (as defined below), capitalized terms used herein are defined in Section 5 hereof.
WINDY CITY INVESTMENTS HOLDINGS, L.L.C. FORM OF CONTINUING DEFERRED CLASS A UNIT GRANT AGREEMENTDeferred Class a Unit Grant Agreement • March 13th, 2014 • Nuveen Investments Holdings, Inc. • Investment advice • Delaware
This Deferred Class A Unit Grant Agreement (this “Agreement”) is made as of August 13, 2008, between Nuveen Investments, Inc., a Delaware corporation (the “Company”), and the undersigned below (“Director”). Capitalized terms used but not otherwise defined herein or in the LLC Agreement (as amended from time to time and in accordance with the provisions thereof) shall have the meanings set forth in Section 9 hereof.
NUVEEN INVESTMENTS, INC. FORM OF DEFERRED INCENTIVE UNIT ISSUANCE AGREEMENTForm of Deferred Incentive Unit Issuance Agreement • March 13th, 2014 • Nuveen Investments Holdings, Inc. • Investment advice • Delaware
This Deferred Incentive Unit Issuance Agreement (this “Agreement”) is made as of , 20 (the “Grant Date”), between Nuveen Investments, Inc., a Delaware corporation (the “Company”), and the undersigned below (“Executive”). Except as otherwise defined herein or in the LLC Agreement (as defined below), capitalized terms used herein are defined in Section 9 hereof.
NUVEEN INVESTMENTS, INC. FORM OF DEFERRED UNIT ISSUANCE AGREEMENTForm of Deferred Unit Issuance Agreement • March 13th, 2014 • Nuveen Investments Holdings, Inc. • Investment advice • Delaware
This Deferred Unit Issuance Agreement (this “Agreement”) is made as of , 20 (the “Grant Date”), between Nuveen Investments, Inc., a Delaware corporation (the “Company”), and the undersigned below (“Employee”). Except as otherwise defined herein or in the LLC Agreement (as defined below), capitalized terms used herein are defined in Section 10 hereof.
NUVEEN INVESTMENTS, INC. FORM OF DEFERRED UNIT ISSUANCE AGREEMENTForm of Deferred Unit Issuance Agreement • March 13th, 2014 • Nuveen Investments Holdings, Inc. • Investment advice • Delaware
This Deferred Unit Issuance Agreement (this “Agreement”) is made as of , 20 (the “Grant Date”), between Nuveen Investments, Inc., a Delaware corporation (the “Company”), and the undersigned below (“Employee”). Except as otherwise defined herein or in the LLC Agreement (as defined below), capitalized terms used herein are defined in Section 10 hereof.
